Forrester Model PA CT JR Final 2-2-24.docx.pdf

NASPO ValuePoint

PARTICIPATING ADDENDUM

IT RESEARCH & ADVISORY SERVICES

Led by the State of Minnesota

Master Agreement #: 186841

Contractor: FORRESTER RESEARCH, INC.

Participating Entity: STATE OF WISCONSIN

Scope and Participation:

1. Scope:

☒ This Participating Addendum includes the entire scope of the products and services available through the Master Agreement.

☐ This Participating Addendum includes the entire scope of the products and services available through the Master Agreement, except the following:

Any scope exclusions specified herein apply only to this Participating Addendum and shall not amend or affect other participating addendums or the Master Agreement itself.

2. Participation: This Participating Addendum covers participation of Participating Entity in the above-referenced Master Agreement between the State of Minnesota and Contractor for Information Technology Research & Advisory Services. This Participating Addendum may be used by all state agencies, institutions of higher education, cities, counties, districts, and other political subdivisions of the state, and nonprofit organizations within the state if authorized herein and by law. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official.

3. Term:

☒ This Participating Addendum shall become effective as of the date of the last signature below and shall terminate upon the expiration or termination of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

☐ This Participating Addendum shall become effective as of the date of the last signature below and shall terminate on [date], unless terminated sooner or otherwise amended in accordance with the terms set forth herein. Notwithstanding the previous, in no event shall the term of the Participating Addendum exceed the term of the Master Agreement, as amended.

4. Primary Contacts: The following (or their named successors) are the primary contact individuals for this Participating Addendum:

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CONTRACTOR:

Name: Drew Jaehnig

Address: 8180 Greensboro Drive, Suite 750, McLean, VA 22102

Telephone: 703-584-2650

Fax:

Email: djaehnig@forrester.com

PARTICIPATING ENTITY:

Name: Susanne Matschull

Address: 101 East Wilson Street, 6th Floor, Madison, WI 53703

Telephone: 608-266-9796

Fax:

Email: Susanne.Matschull@wisconsin.gov

Participating Entity Modifications and Additions to the Master

Agreement

☐ This Participating Addendum incorporates all terms and conditions of the Master Agreement as applied to the Participating Entity and Contractor.

☒ This Participating Addendum incorporates all terms and conditions of the Master Agreement as applied to the Participating Entity and Contractor, subject to the following limitations, modifications, and additions:

4.1 Usage Reports. The quarterly report template is attached hereto and incorporated herein as Attachment A. Contractor shall submit a quarterly State of Wisconsin gross sales report to the Participating State contact person listed in Section 5, below (or as amended), in accordance with the following schedule:

Quarter Ending Report Due

March 31 April 30

June 30 July 31

September 30 October 31

December 31 January 31

The quarterly report shall be subtotaled by each Participating Entity. The quarterly report shall also include any adjustments from prior periods. However, the Contractor agrees to provide additional reports if requested to the State of Wisconsin in a format and frequency as mutually agreed by both parties.

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4.2 Governing Law. The validity of this Participating Addendum, any of its terms or provisions, as well as the rights and duties of the Parties to this Participating Addendum, shall be governed by the laws of the State of Wisconsin. Any action at law or in equity to enforce or interpret the provisions of this Participating Addendum shall be brought in a court of competent jurisdiction in Wisconsin.

4.3 Contract Dispute Resolution. In the event of any dispute or disagreement between the parties under this Participating Addendum, whether with respect to the interpretation of any provision of this Participating Addendum, or with respect to the performance of either party hereto, each party shall appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an adjustment to such provision. No legal action of any kind, except for the seeking of equitable relief in the case of the public’s health, safety or welfare, may begin in regard to the dispute until this dispute resolution procedure has been elevated to the Contractor’s highest executive authority and the equivalent executive authority within the Contracting Agency, and either of the representatives in good faith concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely.

4.4 Disclosure. If a state public official (s. 19.42, Stats.) or an organization in which a state public official holds at least a 10% interest is a party to this Contract, this contract is voidable by the state unless appropriate disclosure is made to the State of Wisconsin Ethics Board, 125 South Webster Street, Madison, Wisconsin 53702, [Telephone: (608) 266-8123].

4.5 State Payment Offsets for Contractor’s Delinquency. The State shall offset payments made to the Contractor under this Contract in an amount necessary to satisfy a certified or verifiable delinquent payment owed to the State.

4.6 Invoicing/Payment. Contractor will invoice the State prior to each applicable license period.

Payment terms for all properly submitted invoices are net thirty (30) days from receipt of invoice providing that the services to be provided to the State have been rendered or access granted. A properly-submitted invoice is one that is submitted in accordance with instructions contained on the State’s Purchase Order, includes a reference to the proper Purchase Order number, and is submitted to the proper address for processing.

If the State fails to pay a properly submitted invoice within thirty (30) Days of receipt, it shall pay a late payment penalty of one percent (1%) per month as provided in s. 16.528, Wis. Stats.

However, if the State declares a good faith dispute in regard to an invoice pursuant to s.

16.528 (3)(e), Wis. Stats., it shall pay any undisputed portion of said invoice, and will be exempt from the prompt payment requirement for the disputed portion. The State of Wisconsin as Licensee represents that it is tax exempt.

4.7 Non-Appropriation of Funds. The State reserves the right to cancel this Participating Addendum in whole or in part without penalty if the Legislature fails to appropriate funds necessary to complete the Participating Addendum.

4.8 Notice and Change of Contact Information. In the event either Contractor or the State moves or updates contact information, the applicable party shall inform the other party of such changes in writing within ten (10) Business Days. The State shall not be held responsible for

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4.9 Promotional Advertising and News Releases. Reference to or use of the State of Wisconsin, the Great Seal of the State, the Wisconsin Coat of Arms, any Agency or other subunits of the State government, or any State official or employee, for commercial promotion is strictly prohibited. News releases or release of broadcast e-mails pertaining to this Contract shall not be made without prior written approval of the State. Notwithstanding the foregoing, Contractor may identify the State of Wisconsin as a customer in its annual report.

4.10 Recordkeeping and Record Retention. Contractor shall establish and maintain adequate records directly related to invoices generated under the Participating Addendum. All expenditure records shall be kept in accordance with Generally Accepted Accounting Procedures (GAAP). All procedures shall be in accordance with applicable federal laws or ordinances, and with applicable State and local laws or ordinances for the location where invoices are generated that are not in conflict with federal law.

4.11 Sovereign Immunity. Nothing in this Contract shall be construed to constitute a waiver of the State’s sovereign immunity under the Eleventh Amendment to the United States Constitution and Article IV, Section 27 of the Wisconsin Constitution.

4.12 IRS Publication 1075. If applicable, Contractor and Contracted Personnel shall adhere to the requirements of IRS Publication 1075, particularly Exhibit 7 and the Safeguarding Contract Language, including subsequent versions published by the IRS after the date of Contract execution. Contractor hereby acknowledges and agrees that specific customers or Agencies may have additional requirements as a result of IRS Publication 1075. Contractor shall comply with such agency requirements.

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4.13 Wisconsin Executive Order 1. Pursuant to 2019 Wisconsin Executive Order 1, Contractor agrees it will hire only on the basis of merit and will not discriminate against any persons performing a contract, subcontract or grant because of military or veteran status, gender identity or expression, marital or familial status, genetic information or political affiliation.

4.14 State of Israel. Pursuant to s. 16.75(10p), Wis. Stats., contractor agrees it is not, and will not for the duration of the contract, engage in a prohibited boycott of the State of Israel as defined in s. 20.931(1)(b). State agencies and authorities may not execute a contract and reserve the right to terminate an existing contract with a company that is not compliant with this provision. This provision applies to contracts valued $100,000 or over.

4.15 Nondiscrimination and Affirmative Action. The Contractor shall not discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, national origin, developmental disability as defined in § 51.01(5), Wis.

Stats., or sexual orientation as defined in § 111.32(13m), Wis. Stats. This provision shall include, but is not limited to, employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation;

and selection for training, including apprenticeship. Except with respect to sexual orientation, the Contractor shall take affirmative action to ensure equal employment opportunities.

Unless exempted by workforce size (50 or fewer employees) or Contract amount ($50,000 or less), the Contractor must submit a written affirmative action plan to the State.

The Contractor shall post the notice provided by the State, setting forth the provisions of the State's nondiscrimination laws, in its workplace, website or conspicuous places in order that the Contractor’s employees and applicants for employment are able to read it.

Failure to comply with the conditions of this provision may result in the following consequences:

termination of this Contract as provided in the Master Agreement, designation of the Contractor as "ineligible" for future consideration as a responsible, qualified bidder or proposer for State contracts, or withholding of a payment due under the Contract until the Contractor is in compliance

4.16 State Employees. The Contractor may not contract with or employ a State employee or an individual retained as a full-time contractor by the State (as notified as such to Contractor) while such persons are employed/retained by the State, during the term of this Contract.

4.17 No Agency Relationship. The Contractor shall not take any action, or make any omission, that may imply, or cause others reasonably to infer that the Contractor is acting as the State’s agent in any matter or in any way not expressly authorized by this Contract.

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Any limitations, modifications, or additions specified herein apply only to the agreement and relationship between Participating Entity and Contractor and shall not amend or affect other participating addendums or the Master Agreement itself.

Any limitations, modifications, or additions specified herein apply only to the agreement and relationship between Participating Entity and Contractor and shall not amend or affect other participating addendums or the Master Agreement itself.

5 Lease Agreements: Not applicable

6 Subcontractors: All contractors, dealers, and resellers authorized to provide sales and service support in Participating Entity’s state, as shown on Contractor’s NASPO ValuePoint-specific webpage, may provide sales and service support to users of this Participating Addendum. Participation of Contractor’s contractors, dealers, and resellers will be in accordance with the terms and conditions set forth in the Master Agreement.

7 Orders: Any order placed by Participating Entity or a Purchasing Entity for a product or service offered through this Participating Addendum shall be deemed to be a sale under, and subject to the pricing and other terms and conditions of, the Master Agreement unless the parties to the order agree in writing that another contract or agreement applies to the order.

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IN WITNESS, WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.

PARTICIPATING ENTITY CONTRACTOR

Signature:

Signature:

Name:

Name:

Title:

Title:

Date:

Date:

For questions regarding NASPO ValuePoint Participating Addendums, please contact the Cooperative Contract Coordinator team at ccc@naspovlauepoint.org.

Fully executed NASPO ValuePoint Participating Addendums must be submitted via email in PDF format to pa@naspovaluepoint.org.

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Chief Financial Officer

Chris Finn

2/2/2024 | 2:31 PM PST

Forrester Research Inc

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2/20/2024 | 8:36 AM CST

Cheryl Edgington

Bureau Director mailto:ccc@naspovlauepoint.org mailto:pa@naspovaluepoint.org